Partnership Dissolution Deed Format
Record the dissolution of a partnership firm and how its accounts, assets and liabilities are settled among the partners.
What it is
A partnership firm can be dissolved by the consent of all partners (Section 40 of the Indian Partnership Act, 1932) or, for a partnership at will, by notice from any partner (Section 43). A dissolution deed records the date of dissolution, the final accounts, how assets are realised or distributed, who pays the remaining liabilities, and each partner's authority to wind up the affairs of the firm.
When it is used
- Partners agree to close the business.
- A partnership at will is ended by notice.
- Converting the business into a company or LLP and closing the firm.
What the template covers
- Partners and recitals of the original deed
- Mode and date of dissolution
- Settlement of accounts under Section 48
- Distribution of assets and payment of liabilities
- Use of the firm name and goodwill
- Public notice, tax and GST closure, indemnities
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Deed
Date of Deed; Place of Execution; Stamp Paper Value (₹)
Firm
Name of the Firm; Principal Place of Business; Nature of Business; PAN of the Firm; GSTIN (if registered); Date of Partnership Deed; Registrar of Firms Registration No. (if registered)
Dissolution
Date of Dissolution; Mode of Dissolution; Notice Given By (Section 43 only); Date of Notice (Section 43 only)
Partners
Partners (capital balance and settlement): Full Name, S/o, D/o or W/o, Residential Address, PAN, Profit / Loss Share (%), Capital Balance on Dissolution (₹), Net Settlement Amount (₹)
Assets and Liabilities
Distribution of Assets (one per line: asset - allotted to - value); Liabilities and How They Are Discharged; Partner Who Will Keep the Books and Records; Partner Continuing the Business (optional); May the continuing partner use the firm name?
Stamp duty, registration and filing
After dissolution, partners remain liable to third parties until public notice is given (Section 45). A registered firm notifies the Registrar of Firms (Section 63). The firm files its final income-tax return, and its GST registration is cancelled by applying in Form GST REG-16. Stamp duty on a dissolution deed depends on the State of execution.
Generate the Partnership Dissolution Deed
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows? Contact SKAG and Associates
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Frequently asked questions
Can one partner dissolve a firm?
In a partnership at will, any partner can dissolve it by written notice to all the others (Section 43). Otherwise dissolution needs the consent of all partners or a court order.
How are accounts settled on dissolution?
Section 48 sets the order: losses are paid first from profits, then capital, then by partners individually; assets go first to third-party debts, then to partners' advances, then to capital, and the surplus in the profit-sharing ratio.
Is GST registration cancelled automatically?
No. The firm must apply for cancellation in Form GST REG-16 and file a final return.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.